Chapter I. Incorporation

 

Article 1 – Incorporation and Name of the Association back »

Pursuant to the resolution adopted in the first meeting of Central Securities Depositories and Clearinghouses, held in the City of Lima, Peru, on August 11, 1999, the legally incorporated Central Securities Depositories and Clearing houses of the Americas, signatories to the Minutes of the first meeting of the Central Securities Depositories and Clearing houses, hereby incorporate a non-profit organization to be known as “Americas’ Central Securities Depository Association”, the acronym of the association shall be ACSDA; hereinafter referred to as “the Association” for the purposes of these Bylaws.

Article 2 – Objectives -
back »

The main purpose of the Association is to create a forum for the exchange of information and experiences between its Members within a spirit of mutual cooperation, forming working groups to develop and promote recommendations for best practices in services such as securities custody, clearance, settlement, efficiency and risk management, as well as participating in the adjustment of securities market regulations, taking into consideration the unique characteristics of each entity, and serving as a channel to communicate with other organizations on a global level.

In this context, the following objectives have been defined:

• Develop and recommend common standards and best practices in clearance, settlement and securities depository services for the region and encourage the local markets to put them into practice, with due consideration to the specific situation of each market;

• Promote efficiency and cost effectiveness in the clearance, settlement and depository services provided in the region’s securities markets;

• Provide a forum to declare best practices for clearance, settlement and depository services, seeking market harmonization;

• Cooperate with the regulatory authorities of each country to achieve best practices related to clearance, settlement and securities depository services;

• Develop recommendations for the securities market’s central processes, with due consideration to the specific situation of each country;

• Promote risk management as well as the development of sound systems for clearance, settlement and securities depository services;

• Share the experiences and information of Member organizations with the aim of obtaining a wide range of solutions to specific topics within the ir respective markets as well as within the context of globalization;

• Foster a spirit of cooperation and integration amongst its Members in order to promote the development and improvement of their clearance and settlement systems for the mutual benefit of their participants;

• Establish committees, whether permanent or temporary, to co-ordinate tasks and carry out the basic activities of the Association in accordance with its objectives, especially those whose goals are to establish common points of view with respect to clearance, settlement and securities depository services.. Such committees are to be established by the General Assembly and/or the Executive Committee. The Association shall have at least a Working Committee; and

• Develop channels for dialogue with other organizations when deemed appropriate.

Article 3 – Legal Authority - back »

The Association will have the legal authority required for the undertaking of its corporate purpose, in accordance with the laws of the country where its headquarters are located.

The Association, acting through the Executive Committee, may carry out all kinds of functions and enter into all kinds of contracts, such as the following:

• Purchase, sell, transfer and register any and all movable and immovable property, whether tangible or intangible;

• Lease and lease out movable and immovable property for the term deemed appropriate;

• Execute all kinds of agreements and contracts, whether with public or                     private entities, national or international, including banking transactions with private or public institutions in any country in the world;

• Grant and receive donations, to or from legally recognized entities, with or without charge; and

• Grant proxies and issue general or special powers of attorney. and revoke them. 

It is hereby noted that the above listing is merely for enunciation purposes. In the event that transactions contemplated in Points 1, 2, 3, and 4 of the preceding paragraph require a payment over an amount which shall be determined annually by the General Assembly, it shall be necessary to obtain the approval of at least two thirds (2/3) of the attending or properly represented votes at an Ordinary or Extraordinary Assembly that should be convened for such purpose.

The Association shall in any event, inform each and every one of its Members within a period of fifteen (15) days, of any agreement or contract that it has executed.

In addition, the Association shall not take any action or endorse any position that might be detrimental to any of its Members. An agreed upon exclusion not be considered a detriment pursuant to these Bylaws.

Finally, the Association shall not have the legal authority nor the legal capacity to bind any of its Members to third parties. In addition, the Association, as a legal entity, assumes full legal responsibility for the actions it takes under these Bylaws, without being able to endorse any individual responsibility against any of its Members.

Article 4 – Duration and Headquarters -
back »

The Association is established for an indefinite period of time and it shall be registered under the laws in effect in Peru. These Bylaws and the Association itself, shall be subject to Peruvian legislation and laws .

The permanent headquarters of the Association shall be in the city of Lima, Peru. However, the Association’s headquarters may be changed to a different location deemed convenient by a decision of the General Assembly, adopted by the quorum prescribed in Article 11 of these Bylaws but with the restriction that it must always remain within the geographic area of the American continent.

Article 5 – Official Language -
back »

The official language of the Association shall be Spanish. Notwithstanding the aforementioned, all meetings of the General Assembly, of the Executive Committee and of other committees established according to Point 9 of Article 2 above, shall be conducted in Spanish. Simultaneous translation services in English shall be provided for all of such meetings, if so required due to the participation of members or invited guests who speak only one of the two languages.

These Bylaws, the Member Registry Book, as well as the Minute Books of the General Assembly and Executive Committee meetings shall be kept in Spanish. Notwithstanding the aforementioned, these Bylaws as well as all the official documents of the Association, shall be translated into English by an official translator. Other documents shall be translated into English if so required by the Members.